UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): March 18, 2019
Mallinckrodt plc
(Exact name of registrant as specified in its charter)
| Ireland | 001-35803 | 98-1088325 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3 Lotus Park, The Causeway, Staines-Upon-Thames,
Surrey TW18 3AG, United Kingdom
(Address of principal executive offices)
+44 017 8463 6700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 18, 2019, Bryan M. Reasons was appointed as the Executive Vice President and Chief Financial Officer of Mallinckrodt plc (“Mallinckrodt” or the “Company”). Mr. Reasons, age 51, served as Senior Vice President and Chief Financial Officer of Amneal Pharmaceuticals, Inc. (“Amneal”) from May 2018 until January 2019 and as Senior Vice President, Finance and Chief Financial Officer of Impax Laboratories, Inc. (“Impax”) from December 2012 until Amneal Pharmaceuticals LLC and Impax completed their business combination to form Amneal in May 2018. Mr. Reasons previously served as Impax’s Acting Chief Financial Officer from June 2012 to December 2012 and as Impax’s Vice President, Finance from January 2012 to June 2012. Prior to joining Impax in January 2012, Mr. Reasons held various finance management positions at Cephalon, Inc. from 2005 to 2012 and at E. I. Du Pont De Nemours and Company from 2003 to 2005 and was at PricewaterhouseCoopers LLP from 1993 to 2003 last serving as senior manager. He also serves as an independent director of the Aclaris Therapeutics, Inc. board and chair of its audit committee, and is an independent board director for Recro Pharma, Inc. and chair of its audit committee. George Kegler, who has served as Mallinckrodt’s Executive Vice President and Chief Financial Officer on an interim basis, will stay on for a transitional period prior to retiring from the Company.
In connection with his appointment as Executive Vice President and Chief Financial Officer of the Company, Mr. Reasons will receive an annual base salary of $550,000 and will be eligible to participate in Mallinckrodt’s Global Bonus Plan with a target annual bonus opportunity of 60% of his base salary, in each case, effective as of his appointment and prorated based on the number of days served in the role. In addition, Mr. Reasons will receive a pro-rated equity grant with a value of $1,400,000 in long-term equity incentives under the Company’s Stock and Incentive Plan, consisting of performance share units which account for 40% of the value of his award, non-qualified stock options which account for 40% of the value of his award and restricted stock units which account for the remaining 20% of the value of his award and he will be eligible to participate in the Company’s other benefit plans.
| Item 8.01. | Other Events. |
On March 18, 2019, Mallinckrodt issued a press release announcing the appointment of Bryan M. Reasons, which is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Mallinckrodt plc dated March 18, 2019. | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 18, 2019
| MALLINCKRODT PUBLIC LIMITED COMPANY | ||||
| By: | /s/ Stephanie D. Miller | |||
| Name: | Stephanie D. Miller | |||
| Title: | VP, Corporate Secretary & General Counsel, International | |||
Exhibit 99.1
Bryan Reasons Joins Mallinckrodt as the Company’s Chief Financial Officer (CFO)
— Brings substantial CFO, finance expertise and pharmaceutical industry experience —
STAINES-UPON-THAMES, United Kingdom – March 18, 2019 – Mallinckrodt plc (NYSE: MNK), a leading global specialty pharmaceutical company, today announced that, following an extensive search, Bryan Reasons has been appointed Chief Financial Officer (CFO), effective immediately. Mr. Reasons will join Mallinckrodt’s Executive Committee, the company’s senior leadership group, and report directly to President and Chief Executive Officer, Mark Trudeau. George Kegler, who has served as interim CFO of Mallinckrodt, will stay on for a transitional period to ensure a smooth transfer of responsibilities prior to retiring from the company.
Mr. Reasons brings broad financial leadership experience to Mallinckrodt, which he gained in publicly traded pharmaceutical companies known for their success in research, development and commercialization of branded drugs. Serving as Senior Vice President and Chief Financial Officer for six years at Impax Laboratories, Mr. Reasons was instrumental in the company’s 2018 combination with Amneal Pharmaceuticals, Inc. He began his 25-year finance career in auditing with PricewaterhouseCoopers, and then progressed through roles of increasing finance responsibility at E. I. Du Pont De Nemours and Company, and Cephalon, Inc. Mr. Reasons also serves as an independent board director and audit committee chair for both Aclaris Therapeutics, Inc. and Recro Pharma, Inc.
“As Mallinckrodt progresses toward the creation of two strategically focused public entities with the anticipated separation of the Specialty Generics and Amitiza® segment, it is critical that we have a seasoned leader in the Chief Financial Officer role to help guide us through this transformation,” said Mark Trudeau, President and Chief Executive Officer. “We are pleased to bring someone of Bryan’s caliber on board, and believe his background and industry experience will help us meet these near-term needs. Longer term, we expect he will provide exceptional leadership as we become wholly focused on our vision to be an innovation-driven, specialty pharmaceutical growth company focused on improving outcomes for underserved patients with severe and critical conditions.”
“I’m very excited to be joining Mallinckrodt at this critical time in the company’s evolution,” commented Mr. Reasons. “I believe the company has an exciting future with a sound strategic vision, and look forward to joining its strong leadership team as we execute on 2019 priorities and, longer term, make the vision a reality.”
A graduate of Pennsylvania State University with a bachelor’s degree in accounting and finance, and of Widener University with an MBA in accounting, Mr. Reasons is also a Certified Public Accountant.
ABOUT MALLINCKRODT
Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company’s Specialty Brands reporting segment’s areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; and analgesics. Its Specialty Generics and Amitiza reporting segment includes specialty generic drugs, active pharmaceutical ingredients and AMITIZA® (lubiprostone). To learn more about Mallinckrodt, visit www.mallinckrodt.com.
Mallinckrodt uses its website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. It also uses its website to expedite public access to time-critical information regarding the company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission disclosing the same information. Therefore, investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations page of the website.
CONTACTS
Investor Relations
Daniel J. Speciale, CPA
Vice President, Investor Relations and IRO
314-654-3638
daniel.speciale@mnk.com
Media
Daniel Yunger
Kekst CNC
212-521-4879
mallinckrodt@kekstcnc.com
Mallinckrodt, the “M” brand mark and the Mallinckrodt Pharmaceuticals logo are trademarks of a Mallinckrodt company. Other brands are trademarks of a Mallinckrodt company or their respective owners. © 2019 Mallinckrodt. 03/19